[prior and convent, abbot and monks. All these are erected for the furtherance of religion, and perpetuating the rights of the Church. Lay (or temporal) corporations again are of two sorts, civil and eleemosynary. The civil are such as are erected for a variety of temporal purposes. The sovereign, for instance, is a corporation sole, in order to prevent an interregnum, or vacancy of the throne on death, and to preserve the possessions of the crown entire (1). Other lay corporations are erected for the good government of a town or particular district,-as a mayor and commonalty, bailiff and burgesses, and the like.] And these are now commonly denominated municipal corporations, of which we shall have occasion to speak more at large before the conclusion of this chapter. Others, again, are established for the advancement and regulation of manufactures and commerce, as the trading companies. (or guilds) of London and other towns,-or for the better carrying on of divers special purposes;-as the royal College of Physicians, the royal College of Surgeons of England, the Royal Society for the advancement of natural knowledge (m), the Society of Antiquaries, and a variety of others. [And among the same class of lay incorporations, the general corporate bodies of Oxford and Cambridge must be ranked (n). For it is clear they are (1) Vide sup. vol. II. p. 478. (m) See Beaumont v. Oliveira, Law Rep., 6 Eq. Ca. 534; 4 Ch. App. 309. (n) Rex v. Cambridge Vice-Chancellor, 3 Burr. 1656. It may be worth remark here, that under the 17 & 18 Vict. c. 81 (the Act of 1854), the government of the university of Oxford is mainly vested in the Hebdomadal Council, a body consisting of twenty-two persons, of whom four are ex officio members (the chancellor, the vice-chancellor, and the two proctors), and the other eighteen are elected, viz., six from the heads of houses, six from the professors, and six from masters of arts of not less than five years' standing; and that, under the 19 & 20 Vict. c. 88 (and see 32 & 33 Vict. c. 20), the government of the university of Cambridge is, in like manner, vested in the Council of the Senate, consisting of eighteen persons, of whom two are ex officio members (the chancellor and the vice-chancellor), and [not ecclesiastical corporations, being composed of more laymen than clergy: neither are they eleemosynary foundations, though stipends therein are annexed to particular magistrates and professors, any more than other corporations, where the acting officers have standing salaries. For these are rewards pro opere et labore, not charitable donations only, since every stipend is preceded by service and duty. The eleemosynary sort of lay incorporations, are such as are constituted for the perpetual distribution of the free alms or bounty of the founder of them, to such persons as he has directed. Of this kind are hospitals for the maintenance of the poor, sick and impotent, and all colleges both in our universities and out of them (o); for such colleges are founded for two purposes: 1. For the promotion of piety and learning by proper regulations and ordinances. 2. For imparting assistance to the members of those bodies, in order to enable them to prosecute their devotion and studies with greater ease and assiduity. And all these eleemosynary corporations, though in some things partaking of the nature of ecclesiastical bodies, are strictly speaking lay and not ecclesiastical, even though composed of ecclesiastical persons (p).] And accordingly they are not subject to the jurisdiction of the Ecclesiastical Courts, or to the visitation of the ordinary (or diocesan) in his spiritual character (7). [Having thus marshalled the several species of corporations, let us next proceed to consider-I. How corporations may be created. II. Their powers, capacities and the other sixteen are elected, viz., four heads of colleges, four professors, and eight other members of the senate. As to these universities, see also 19 & 20 Vict. c. 31; cap. xvii; 21 & 22 Vict. cc. 11, 44; 22 & 23 Vict. c. 19; 23 Vict. c. 23; 23 & 24 Vict. cc. 59, 91; 25 & 26 Vict. c. 26. (0) Such as the colleges at Eton, Winchester, Manchester, &c. As to Eton, see 19 & 20 Vict. c. 88; 22 & 23 Vict. c. 34. (p) See 1 Bl. Com. 470; Philips v. Bury, 1 Ld. Raym. 6. (q) Christian's Blackstone, vol. i. p. 472 (note). [incapacities. III. How corporations are visited. IV. How they may be dissolved. I. Corporations, by the civil law, seem to have been created by the mere act and voluntary association of their members; provided such convention was not contrary to law, for then it was illicitum collegium (r). It does not appear that the prince's consent was necessary to be actually given to the foundation of them: but merely that the original founders of these voluntary societies,—for they were little more than such,-should not establish any meetings in opposition to the laws of the state. But with us in England, the sovereign's consent (express or implied) is absolutely necessary to the erection of any corporation. The crown's implied consent is to be found in corporations which exist by force of the common law, to which our former kings are supposed to have given their concurrence. Of this sort are the sovereign himself, and also all ecclesiastical corporations sole, such as bishops, parsons and other incumbents of churches (s); who by common law have been held, (as far as our books can show us,) to have been corporations virtute officii. And this incorporation is so inseparably annexed to their offices that we cannot frame a complete legal idea of any of these persons, but we must also at the same time have an idea of a corporation, capable to transmit his rights to his successors. Another method of implication, whereby the crown's consent is presumed, is as to all corporations by prescription, such as the city of London and many other, which have existed as corporations, time whereof the memory of man runneth not to the contrary; and therefore are looked upon in law to be well created (†). (r) Ff. 47, 22, 1. Blackstone (vol. i. p. 472) enumerates churchwardens also. But these are only a quasi corporation, as he himself remarks, ibid. p. 394. And see Smith v. Adkins, 8 Mee. & W. 362. (t) 2 Inst. 330. Vide sup. vol. I. p. 57. [For though the members thereof can show no legal charter of incorporation, yet, in cases of such high antiquity, the law presumes there once was one; but that, by the variety of accidents which a length of time may produce, the charter has been lost or destroyed. The methods by which the crown's consent is expressly given, are either by act of parliament or charter. By act of parliament, (of which the royal assent is an indispensable ingredient,) corporations may undoubtedly be created; as well as by royal charter (u).] But it is observable that the authority of parliament, as regards their creation, has been frequently exercised only in aid or corroboration of the royal prerogative (r). As when the charter of the Royal College of Physicians, (of the tenth year of Henry the eighth,) was afterwards confirmed by (u) We may remark here, that in acts of parliament for creating or regulating corporations, (which are very frequent in connection with municipal improvements, and with railway, canal, dock companies and similar undertakings,) it has latterly been usual, when certain objects of an ordinary kind are in view, to introduce an adoption, in general terms, of certain other Acts, consolidating the provisions usually made by parliament in reference to such objects. These consolidating Acts are chiefly-The Companies Clanses Consolidation Act, 1845 (8 & 9 Vict. c. 16); The Lands Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 18, amended by 23 & 24 Vict. c. 106, and 32 & 33 Vict. c. 18); The Railways Clauses Consolidation Act, 1845 (8 & 9 Vict. c. 20); The Commissioners Clauses Act, 1847 (10 & 11 Vict. c. 16); The Harbours, Docks, and Piers Clauses Act, 1847 (10 & 11 Vict. c. 27); The Towns Improvement Clauses Act, 1847 (10 & 11 Vict. c. 34); The Railway Clauses Act, 1863 (26 & 27 Vict. c. 92); The Waterworks Clauses Acts, 1847 and 1863 (10 & 11 Vict. c. 17, and 26 & 27 Vict. c. 93); The Telegraph Act, 1863 (26 & 27 Vict. c. 112); The Companies Clauses Act, 1863 (26 & 27 Vict. c. 118); The Railway Companies Powers Act (27 & 28 Vict. c. 120); The Railway Construction Facilities Act, 1864 (27 & 28 Vict. c. 121); The Companies Clauses Act, 1869 (32 & 33 Vict. c. 48). (a) By 34 & 35 Vict. c. 63 (The College Charter Act, 1871), it is provided that charters for the foundation of new colleges and universities, which may be referred by her Majesty in council for the consideration and report thereon of the Privy Council, shall be laid before parliament for a period of not less than thirty days before the report shall be submitted to her Majesty. the statute 14 & 15 Hen. VIII. c. 5 (a). Or when the Crown was permitted by statute 5 & 6 W. & M. c. 20, to erect the corporation of the Bank of England with certain powers. Or when by the more recent statute of 5 & 6 Will. IV. c. 76, it was enacted, that, upon petition of the inhabitant householders of any borough in England or Wales, the king might, by his charter, incorporate such borough according to the provisions of that Act (b). [The creation by the Crown of a body corporate may be performed by the words creamus, erigimus, fundamus, incorporamus, or the like. Nay, it is held that if the crown grants to a set of men to have gildam mercatoriam, a mercantile meeting or assembly (c), this is also sufficient to incorporate and establish them for ever (d). The Crown, (it is said,) may grant to a subject the power of erecting corporations, though the contrary was formerly held (e). That is, it may permit the subject to name the persons and powers of the corporation at his pleasure; but it is really the sovereign that erects, and the subject is but the instrument: for, though none but the Crown can make a corporation, yet qui facit per alium, facit per se. In this manner, the Chancellor of the University of Oxford has power by charter to erect corporations; and has actually often exerted it, in the (a) See Dr. Bonham's case, 8 Rep. 107. (b) See Rutter v. Chapman, 8 Mee. & W. 1. (e) Gild signified among the Saxons a fraternity, and was derived from the verb gildan, to pay, because every man paid his share towards the expenses of the community. Such of these gilds as were commercial gradually took the shape of our present municipal corporations; whose place of meeting, it may be observed, is still called the Guild-hall. Some curious infor- (d) 10 Rep. 30; 1 Roll. Ab. 513. (e) Bro. Ab. tit. Prerog. 53; Vin. Prerog. 88, pl. 76; Year Book, 2 Hen. 7, 13. And see by Lord Kenyon, R. v. Coopers' Company, 7 T. R. 548. |